HK RUOKATALO?S ANNUAL GENERAL MEETING

HK Ruokatalo Oyj  STOCK EXCHANGE BULLETIN 9 April 2003, 3pm 1(2)

HK RUOKATALO’S ANNUAL GENERAL MEETING

Meeting today, HK Ruokatalo Oyj’s Annual General Meeting adopted the
parent company and consolidated accounts and discharged the Board of
Directors and the CEO from liability for the year 2002.

DIVIDEND

The Annual General Meeting decided to declare a dividend of EUR 0.27
per share for the year 2002 in line with the Board of Directors’
recommendation. The dividend will be paid to those shareholders
entitled to dividend who, at the record date of 14 April 2003, are
registered in the company’s share register kept by the Finnish Central
Securities Depository. The dividend will be paid on 23 April 2003.

ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDITORS

The Annual General Meeting confirmed the number of Board members at
five. Marcus H. Borgström, Markku Aalto and Lars Danell were re-
elected to the Board of Directors. Tiina Varho-Lankinen and Heikki
Kauppinen were elected as new members to the Board. Mrs Varho-Lankinen
succeeds Pentti Virtanen and Mr Kauppinen succeeds CEO Simo Palokangas
as a member.

As auditors were appointed Authorized Accounting Firm
PricewaterhouseCoopers Oy, with Jari Henttula APA as the responsible
auditor, and Kauko Lehtonen APA. Mika Kaarisalo APA and Pasi
Pietarinen APA were elected as deputy auditors.

In the organisational meeting held after the Annual General Meeting,
the Board of Directors re-elected Marcus H. Borgström as chairman.
Markku Aalto was elected as deputy chairman.

AUTHORISATIONS

Acting on the recommendation of the Board of Directors, the Annual
General Meeting decided to revoke the unexercised authorisations to
increase the share capital granted by the Annual General Meeting of 15
April 2002.

Additionally, the Board of Directors was authorised to decide within
one year of the Annual General Meeting whether to increase the share
capital through one or more rights issues, one or more convertible
bond loans and/or options so that in a rights issue or when issuing
convertible bonds or options, a maximum of 1,800,000 of the company’s
new A Shares having a nominal value of EUR 1.70 may be issued and that
the company’s share capital may be raised by no more than EUR
3,060,000.

The authorisation allows to disapply the pre-emption rights of
existing shareholders to subscribe for new shares, convertible bond
loans and/or options and to decide the determination principles, issue
prices, the terms and conditions of subscribing for the new shares and
the terms of the convertible bond loan and/or options. The pre-emption
rights of existing shareholders may be disapplied if there exists an
important financial reason to do so, such as financing, implementing
or enabling company acquisitions or carrying out other arrangements
related to the development of the company’s operations. The Board of
Directors has the right to decide on the distribution of the
entitlement of pre-emption rights but may not make such a decision so
that it benefits any member of the company’s inner circle. The Board
of Directors has the right to decide whether the shares issued in a
rights issue can be subscribed for in kind or otherwise subject to
certain conditions.


HK Ruokatalo Oyj



Simo Palokangas
Chief executive officer



DISTRIBUTION:
Helsinki Exchanges
Internet: www.hk-ruokatalo.fi